**SECTION 10.  MISCELLANEOUS**.  This Agreement constitutes the entire agreement, both written and oral, between the parties or their respective representatives with respect to the lease of the Aircraft and is not intended to confer upon any other person any rights or remedies hereunder not expressly granted thereto.  This Agreement shall not be further amended or modified unless in writing duly signed by the parties hereto.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns.  This Agreement may not be assigned by any party without the prior written consent of the other party.  The provisions of this Agreement shall be deemed independent and severable and the invalidity, partial invalidity or unenforceability of any one provision or portion of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.  Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability and any prohibition or unenforceability in any particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. For U.S. federal income tax purposes, this Agreement is intended to qualify as an “accountable plan” under Treasury Regulation section 1.62-2.  The headings


 


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